Potential
by Sora-Hikou
Summary: The War with the Highbreed is over. Kevin leaves to do some soul searching and Gwen decides to train under Verdona after all. Our young hero finds himself alone... Or is he? Mostly Action. :D Eventual Ben/Kevin. Touches a bit of Gwen/Ben.
1. Chapter 1

Oh hey. This takes place after the last episode of Season 2.

It's M 'cause eventually we'll be getting bad in here. lol And the characters are Ben and Kevin, 'cause eventually we'll be getting some Bevin action. So, yeah. More in my Author's Comments at the bottom.

* * *

It was over, all the fighting and mass mayhem. Ben sat in his room looking down at the omnitrix, memories of the week before flowed freely in his mind. So much had happened and now it was an all finished. He glanced slightly over at the picture on his desk. It was picture of his team, Gwen, Kevin and himself. After the fight Kevin disappeared, and Gwen locked herself within her room. She had refused to come out ever since they had returned.

Ben sighed, he knew she thought she was a danger to humankind. She was an Anadite, and when she lost control in the fight she feared it would happen again. Ben was alone for the time being, his thoughts filled with what was to come.

Ben needed a pick-me-up.

He decided, since there was nothing better to do, he'd head down to Mr. Smoothie. He could be happy in the respect that nothing would attempt on his life on the way there.

He trudged down the stairs, sighing half way down. He headed straight for what he thought would become his mortal enemy for the next year; his bike. Only now did he realize just how convenient Kevin actually was- what with the car and everything.

The old red bike had been collecting dust in the garage for a while now. When Ben moved it, loud screeches and squeals emerged from the rusty metal death machine. "Wonderful" he groaned. Even the cobwebs tacked all over the bike had cobwebs.

"Just great." Ben mumbled dusting away the cobwebs. He mounted the bike and a wave of nostalgia washed over him. The funny feeling of being younger again. Everything had worked out for the best, he only had one major thought on his mind. Where was Kevin? Ben focused on what happened at that time trying to remember anything.

_Ben had just finished sending Julie home when he noticed Kevin walking off, Gwen hot on heels. They seemed like they were arguing over something but Ben had no idea what they were fighting about. Ben hadn't heard any of their conversation at that time, but he just had a feeling Kevin left because of him._

_"Kevin you can't be serious, you're a part of this team." Gwen yelled after him.  
"I don't care, I've got to go. Just for a while, to find myself." Kevin stopped and looked back at her. "You have no idea how I felt out there."  
Gwen's expression grew sad. "Yes, I do understand Kevin." she stopped.  
Kevin knew what she meant, but he couldn't return her feelings. Taking one last glance back Kevin turned on his heel and walked off. Leaving everything he held dear behind for now.  
"He'll be back." Gwen said quietly, she turned to look at Ben. "He won't leave you."_

He shook his head, in a futile attempt to clear his thoughts. He wouldn't let the past bug him. Even if it was only a week or so ago. He rode out of his neighborhood onward to Mr. Smoothie. As much as that would bring back more memories from the team's easier days, it'd also calm his mind.  
And his stomach.

Pulling up to the familiar stand. Locking up his bike, he proceeded to order something outrageous.  
"I'll have a sweet potato smoothie." Ben chirped to the older teen behind the counter.  
The blond girl cringed slightly, but nodded. "Anything else?" She punched his order in the register.  
Ben looked thoughtful for a moment. "I guess I'll also have a vanilla shake." He'd mix this shake with his sweet potato smoothie- in honor of the old days. He gave the blond the money and went to sit.

He chose to sit at a table close to his bike. Some kids were crafty when they tried to steal them these days- they brought chain snappers. Ben first tasted the Sweet Potato smoothie. It was wonderful, just as he expected. He then proceeded to stuff the straws of both beverages into his mouth, simultaneously sipping both. They tasted wonderful together, much to his surprise. Ben then ripped the top off of the sweet potato smoothie and dumped the vanilla shake into it. He shook the cup vigorously before replacing the top and sipping contently from it.

Ben found his way to a nearby bench and sat down, he was utterly alone at this time. But drinking the smoothie made him feel a little lighthearted. That was until heard two familiar laughs making their way closer to him.

"Hey Tennyson, where's your crew?" Cash laughed out, looking around.  
"Yeah? Did they abandon you or something?" Ben turned away from JT as he said that.  
"Hah, looks like you were right JT. Kevin isn't here anymore to save you Tennyson, you better be ready for a fight."  
Ben slammed his cup on the table, the forced caused the lid to pop off and vanilla sweet potato smoothie went flying all over the three boys.  
"Ugh, disgusting! Tennyson you'll pay for this you know!" Cash threatened pointing a finger at Ben.  
"You know what Cash, I said it once and I'll say it again. You're not worth it, yeah Kevin isn't here and neither is Gwen but I don't need to fight to solve my problems." Ben grabbed his things and made his towards his bike.

Infuriated, Cash chased after Ben, and grabbed the back of his signature green leather jacket. "I don't care if you think I'm worth it or not, Tennyson!" Cash said pulling Ben backwards, causing him to fall straight on his back. "I also don't care if you fight back. I'm gonna pound you no matter what!" Cash pulled his fist back and lurched it forward in attempt to hit Ben square between his eyes.

Ben rolled out of the way, missing Cash's fist by inches. Ben hopped to his feet and prepared his omnitrix. He looked at Cash square in the face, and his arm fell to his side. _Not even worth it. _He reminded himself. _Not even worth it. Not worth exposing the secret._ Cash laughed.

"I like your watch, Tennyson. Where'd you get it? _The Toy Store?_" Cash grinned, pulling his arm back again. "

But Ben was too fast for him and rolled out of the way. Resisting the urge to absolutely obliterate Cash- Ben quickly unlocked his bike and, just as quickly, left.

He was pedaling so quickly his feet became sore before he was halfway home. Ben looked behind him, making sure Cash wasn't following. Luckily for him, he wasn't. The brunette didn't think he could stop himself from kicking Cash's ass a third time. He started to pedal slower now. His thoughts wandered as he began to relax again. They wandered to the few lazy days he had with his team. He never realized just how much he cared for them. He even cared for his dreadful cousin Gwen.

Before long, he was home again and he noticed someone on his steps. His heart pounded, he couldn't make out who it was but he hoped it was a certain ex-con. As he sped up the figure stood, and his heart fell. It was Gwen; she stood there waiting for him a look of sheer depression etched into her features. Was she that tore up about not being able to control her powers or was it because of Kevin's absence. He took his bike back to the shed and walked around towards Gwen.

"Hey." she whispered walking towards him. She waved slightly and looked at Ben's appearance. "Did Cash do this?"

Ben nodded, sure it wasn't all Cash's fault but he felt like blaming someone. "I see you're out of the house finally. You okay?"  
Gwen just nodded, as Ben pulled out his keys and opened the front door Gwen spoke again. "I'm leaving."  
Ben turned shocked at the words coming from her mouth. "What?"  
"I'm leaving, I contacted grandma Verdona." Gwen looked at the ground. "I told her I would train with her, only if she made me another body like this one after I've learned all I need to know."  
Ben grabbed her shoulders forcing her eyes to his. "What the hell! So you messed up, big deal I do it all the time. You don't have to destroy your self to make up for it."  
Gwen shook her head. "No Ben, I do. I have nothing left here, besides what if it happens again. I don't want to hurt you or anyone else. I have to do this, I need to do this. If embracing my true Anadite will help me in figuring out my powers I want to do that." She removed Ben's hands and smiled.

"Gwen, you don't have to do this." Ben's worried expression was plastered all over his face. He didn't like the idea of being by himself. Kevin was gone, and now Gwen was leaving too. Just who exactly was going to be there for him? Julie? He didn't like that idea. "Think about your parents, Gwen." He picked up Gwen's hands in his. "And the rest of your family..."

"Ben, we both know this will be for the best." Gwen's green eyes sparkled with the start of a tear. "And it'll only be for... only for seventy-five years, maybe." Gwen looked away from Ben. She knew she wouldn't be able to hold her tears for much longer. She needed to leave now. Her good-bye was already drawn out. Gwen never realized how strong Ben's grip was.

Ben sniffed softly. "Gwen, don't leave- please?" He whispered quietly. She turned to him, a tear streaming down her face. "Gwen- "

Gwen quickly pulled Ben to her and planted a hard kiss on his lips. Just as quickly, she pulled back and walked backwards until their hands couldn't reach each other. "Good Bye, Ben." She spared him one last smile before she turned and flew off in the opposite direction.

Ben sucked in a deep breath and called out to her. "You better come back, Gwendylon Tennyson!" He yelled to her. "In one piece!"

Gwen turned quickly and waved making a quiet promise to herself. She was right though she had nothing left here, there was no emotion in that kiss.

* * *

This is actually a Collab work with my BFF, idk if she has a account, so. xD But We've been working on this for a while. There will be a total of three important OCs. None of which will be paired with Ben or Kevin, don't worry. So, yeah. Not much else to say.

**Edit: **I noticed some things that were supposed to be in italics that weren't. So I fixed it. Sorry for any confusion that may have been had.

-Owlett


	2. Chapter 2

Dark and gloomy days had become a regular thing for Ben.  
His time seemed to do nothing with itself as he sat in his room staring at his ceiling. After a few weeks of this he'd memorized where all the small knotches in his ceiling were. He'd even named them. The one directly up from him was Kevin- of course- the one three inches away from that one was Gwen. Those were the two he liked more. The others had random names like "Cassadee" and "Gabe".

Just as Ben had almost gotten to sleep, the phone rang out. It was loud, and it was different. No one usually called. He groaned, pealing himself off of his bed and sulking down the stairs. Picking up the phone, he tried to sound at least somewhat alright. "Tennyson Residence. Hello?"

"Oh hi Ben." It was a female voice. Who did Ben know who was a girl and hadn't left to train under his grandmother?  
"Oh. Julie." Ben attempted to not sound disgusted. He thought he liked Julie, but he was mistaken. He hadn't quite gotten around to telling her this detail though. "Hi."

"I haven't heard from you since the fight, is everything okay?" Julie sounded worried, but what did Ben care. He was in a dark mood, he really didn't have time for these things.  
"Yeah, I'm fine. How are things on your end?"  
"Everything is great." Ben could practically picture the smile on her face.  
"That's awesome Julie. So, uh, why did you call?"  
"Oh that's right. I have tickets to the Amusement park tonight and I was wondering, well....Would you come with me tonight?"  
Ben groaned internally. After he realized his feelings for Julie were that of a passing crush he hadn't really wanted much to do with anybody lately. Although he hadn't wanted to go he would. "Sure I'll go."  
He heard a sigh on the other end, Julie must have been holding her breath.  
"Great, I'll see you around seven."

Ben sighed unhappily, returning the phone. This was just want he needed. A date with Julie. Could things be any worse? He didn't think so. Ben pulled his wrist up to his face. He lowered it slowly when he noticed he wasn't wearing the omnitrix. No use when there wasn't any alien activity. That watch didn't tell time anyway.

He decided to head back up to his room. Perhaps take a nap before his date. "Ahhgh. My Date." Ben groaned. He didn't like the sound of it. He and Julie had been together for a solid four months- so frankly he was worried about what she'd try to pull tonight. "Crafty Asian women…" he mumbled, shutting his bedroom door behind him. His Alarm clock read 6:30 PM.

"Dammit." Ben mumbled. He wouldn't get to take that nap at all. "Crafty, Crafty Asian women..." He said again. Straightening his hair, and grabbing his green leather jacket he headed back downstairs. On his way down he thought of ways he'd fend off Julie if she tried to kiss him or anything.

Ben trudged to the couch, and squirmed in his leather jacket. "Julie." He sighed. He'd have to break the news to her tonight. He didn't really know how to do it. He'd never actually had a girlfriend before- so he never really had to break up with anyone. "I can do it." Ben reassured himself. "I can-" The doorbell rang out.  
He took a deep breath, put on a smile, and opened the door. "Ben!" Julie threw her arms around him and pulled him close.  
"Eh- Eh- Hey Julie...!" Ben attempted to sound excited and hugged her back hesitantly. "So, the Amusement Park, right?" He walked her back out the door he hardly let her though.

The Amusement park was unnaturally empty. A nostalgic feeling pooled in the pit of Ben's stomach. It was just like their first date. It was like Julie was setting him up for something. And whatever it was- he didn't like it. _I'll figure it out_, Ben decided, _and I'll_ _stop her before she can do it._  
"Ben!" Julie raised her voice.  
"Uh? What?"  
Julie rolled her eyes. "I said, let's go on the Ferris wheel!" She looked up at him through her lashes, smiling.  
"O-Oh. Sure." Ben nodded slowly before Julie pulled him towards the Ferris wheel.  
Much to Julie's excitement there weren't many people waiting in line.

The man running the Ferris wheel smiled at the couple. "Aww. Look'it you two." He said. "Ain't you two just the cutest?" Julie looked up and smiled at Ben, rubbing his arm affectionately. "Here ya'll go." He motioned for Ben and Julie to hop in the cart. The two did, and the man closed the small door behind them. "Enjoy!" He cranked the lever and the Ferris wheel started on it's way up.

They seemed to reach the top in no time, and the Ferris wheel came to a steady stop.  
Ben took Julie's hand and held it gingerly. "Julie, I nee-"  
"Ben I wanna get more serious." Julie said flatly. She looked him in the eyes seriously. Her eyes piercing his.

"Julie, I don't think-"  
Julie put her finger to Ben's lips. "Don't think." She whispered. "Just..." She inched closer, her lips invading his lips' personal space. "... kiss." She pushed her lips to his. She attempted to pry open his mouth, but that's when Ben pushed her off. Ben pushed her hard, and Julie hit the opposite side of the cart with a light thud.  
"Julie- I was going to tell you that I want to break up." Ben wiped his mouth, attempting to clean his mouth of the vile Julie Germs.  
"But Ben-"  
"It's just not working out between us." Ben shrugged. "I don't feel like I have any feelings for you anymore."  
Julie started to cry softly. "But Ben- I love you!" Her tears streamed down her face rapidly.  
Ben sighed. "I'm sorry."  
"It's another girl, isn't it?!"  
Ben hesitated. He was pretty sure it wasn't another girl. But was it another person? Had the fact that Kevin left made him feel anything? He shook his head. "N-No! It's just- It's just... I just don't feel anything between us." To Ben's relief the wheel started moving again. On the way down, Ben tried to calm Julie's cries. Reassuring her that she'd find someone else.

The ride home was awkward, but quick. And when Ben was finally at his house, he spared Julie a last good bye and rushed into his house.

Ben slammed the door and was happy to be home at last, it felt like ages since he had felt at peace. Hurting Julie wasn't very nice of him, he knew that yet he knew it would only hurt her more if they stayed together in a relationship without love. He dragged his feet up the stairs and opened the door to his room silently. He was exhausted, and his day was the day from hell. Finding comfort on his bed Ben slipped off to sleep, had he known what his dreams would do to him he would rather have stayed awake.

_It was torture what the other was doing to him, he had been away for so long and just came back to do this. Ben's body was hot under the elder's finger tips, his tongue trailing down to Ben's belly button. Moans of lust filled the air, Ben couldn't tell if they belonged to him or the person on top of him. Ben threw his head back gasping as he felt the wet tongue slide into his awoke abruptly from the lifelike dream. Sweat lightly covered his body, he shivered from the memory of the dream. Looking around his room Ben noticed his window slightly ajar. He strained to remember if were like that when he went to sleep, but he couldn't recall anything after coming home. He found his mind wandering back to the dream he had, cheeks darkening in color as he noticed remembered the look on Kevin's face. Ben bit his lower lip nervously feeling slightly uncomfortable. He had a problem that needed solving and he couldn't wait any longer. He blushed a deeper shade of red as he envisioned Kevin's hands and tongue on his body again. He traced the path to his erection and unzipped his pants, slipping a hand slyly into his boxers. Moaning lightly he pictured Kevin above him, looking at him with the same intensity as the the dream. He felt on the edge and jittery as he continued to stroke himself, thinking of another boy touching him, kissing him, even teasing him. His stomach tightened and he felt close to his climax. Moaning he came as he whispered Kevin's name and lay there slightly spent._

_"You're driving me crazy." he moaned out as he saw the other smirk._

_"Benji, don't you believe in foreplay?" the other looked up and Ben saw Kevin grinning at him._

_"I want you now!" Ben demanded as Kevin pushed him down into the bed and grabbed a hold of his left leg._

_"You sure about that?" Kevin asked frowning._

Only after his hazed mind cleared did he realized what just happened. Jolting upwards from the bed he cursed himself.

"Why the hell did I picture Kevin?" he questioned himself. Cleaning himself up Ben sighed and closed his eyes. "I need some fresh air."

Ben made his way out the back door and down the sidewalk, humming quietly to himself. So many things on his mind but the one thought that had Ben stumped was why he pictured Kevin doing those things to him. Why had his dream been about them? The rational reason why must have been because Kevin left. Everything stated going wrong after that. Gwen decided to leave, he broke up with Julie, he was utterly alone. He felt his eyes tear up, without Kevin and Gwen, Ben truly was alone. He chocked back a sob and stopped walking turning to look at the park. He smiled and made his way quietly to the swings and sat on one. At least he could be at peace in the darkness, no one to see him cry.

"That's no good." a voice said from behind him.

Ben looked up and noticed a girl watching him closely. "Excuse me?"

The girl smiled slightly. "I said that's no good." she repeated.

"What's no good?" Ben asked.

"Well if you must know." she groaned out as if the answer weren't obvious. "Your attitude, it sucks. As if in this whole universe you of all people are alone." she gave another smile and made her way into the swing next to him. The girl was pretty, she had brown hair and light brown eyes. She looked no older than a senior in high school. "You're Benjamin Tennyson, keep a stiff upper lip and remember." she leaned in closer. "You're never alone." she winked at him.

"H-how do you know my name?" Ben stammered.

"I have my ways." the girl stood abruptly and ran off.

Ben could only watch after her as the words she spoke continued to replay in his mind.

* * *

**Loiselle** from deviantart is the girl I'm doing this collab with. She wrote the little Ben/his hand scene. lol I can't write shit like that.

**Edit: **I noticed that a part that was supposed to be in italics wasn't. Sorry for any confusion that may have been had.

-Owlett


	3. Chapter 3

It had been a week since Ben's crazy encounter with the girl from the park. Her words buzzed in his head making him more confused. What had she meant, exactly? How did she know his name? His thought ran to Kevin, his eyes widened. If the girl knew his name maybe she knew Kevin's whereabouts. He chained his bike to a nearby pole and made his way over to the arcade. Bellwood had few entertaining spots but the arcade was a place to pass time. He felt a weight on his left arm where he wore the omnitrix. It hadn't been used in a while, and Ben was ready for a fight. He searched the arcade quickly, looking at every face that he passed. The girl was harder to find then he thought he had been searching all week. Stopping abruptly something caught his eye, as he turned his head he jumped startled to find the object of his search staring at him from across the room. He began walking towards her and he noticed she smiled slightly and ran for the exit.

"It's like chasing a mouse." he yelled running after her. She turned a corner quickly and he could hear her laughing up ahead.

"You'll never catch me if you don't speed up Benjamin." she shouted back at him, making another quick turn.

"Stop! Please!" Ben shouted back. He stopped running, trying to catch his breath.

"You're no fun." the girl said. "I thought boys were supposed to be fast runners. I also had high hopes for the great Benjamin Tennyson." The girl was turning to leave but Ben grabbed her arm stopping her.

"Wait, I want to ask you something." This must have caught the girl's interest because she turned to Ben and nodded.

"Shoot." she said smiling.

"If you know me then you have to know about Kevin." a look of shock came to her features as Ben's words hung heavy in the air.

"If I told you I did what would you do Benjamin Tennyson?" she asked looking him in the eyes.

This caught Ben off guard and he found his gaze drifting to his feet. "I-I'm really not sure." he heard a soft laugh.

"I thought you might say that. I know many things Benjamin but I cannot tell you any of them, for if I did then your fate may change." she turned to leave once more before turning around again. "Oh and Benjamin, we'll meet again real soon. It's your destiny to meet me again, as it is your destiny to wear the omnitrix." she turned the corner quickly and as Ben felt his feet chasing after her, once he rounded the corner as well the girl had disappeared.

Ben cursed under his breath. "She got away… again." He sighed and kicked at the ground. He stared in her direction. Who _was_ she? And _what _did she mean when she said that his fate might change?

The most important question he had was; _Why_ in the _hell_ was he so concerned about Kevin anyway? Ben couldn't come up with an answer. All he knew was that he was concerned. And for whatever the reason was- he had to know where Kevin was at.

Ben decided to follow the girl. He might as well- he had nothing better to do. She was long gone, but he had been toying with the idea of trying his omnitrix again.

She wouldn't get away this time. And then she'd answer all of Ben's questions.

He pressed the button and ejected the circular dial. "Now, which one of these look like they'll help…?" Ben hadn't used the omnitrix since the big fight with the Highbreed. And the omnitrix had re-locked itself after the fight. His old aliens gone and a new set of ten were now available. "This one might help." He stopped on a winged wolf like creature. "Here goes nothing!" Ben shouted as he slammed the circular dial down.

Ben could feel his body changing into something new- he'd grown used to it though. Always changing. He felt his legs extend into hind legs, and he felt something sprout from his back.

When he came to, he was the winged, wolf-like, alien. Ben noticed his fur was a metallic-y silver color. His wings were also this silver- and it shown in the pale sunlight of the late afternoon. He could just _feel_ that all his senses were heightened. His sense of smell, especially.

_Perfect_, he thought, _I'll find her for sure_. Ben sniffed the spot the girl was standing, inhaling her scent and logging it into his memory. He bolted off in the direction the girl went.

The speed was incredible. Ben couldn't remember ever being this fast. Even as XLR8. _The wings on my front legs must make me aerodynamic_, Ben thought, _Very aerodynamic_. Ben had made it halfway across town in a matter of seconds.

The girl was swinging at the park when he found her. The faint beeping sound from his chest indicated he would transform back to his human form. "I want answers." Ben stared at her.

"You sure don't give up easily." the girl frowned somewhat. "Although we were destined to meet here today. Either way you would've found me here."

Ben began to grow confused. "What do you mean?"

"I mean to say, if it had not been for you spotting me at the arcade you would've found me here anyways. This is our destined meeting spot, when the future was designed fate had us meet here. Now that we are the right track for the future I'll answer any questions." she smiled and continued to swing.

Ben sat next to her. "First off, who are you, and why do you know about the future and stuff?"

"My name is Analias, and for your information Ben Tennyson I'm an Anadite." She jumped up from the swing and began twirling. Her brown hair whipping her in the face. Her laughter filled the space as what she said sunk in.

"You mean you're like-"

"Your grandma?" she finished quickly. "Yes I am. I'm of higher rank and status, but yes we are the same. I knew Verdona, after bringing Gwen back to Anadine she asked me to come here and look after you." Ben stared blankly ahead, a hand came into his vision. "Hellooooo. Benjamin you in there? What happened to your answers?"

Ben's head snapped up and he nodded. "That's right. I just want to know where Kevin is, Why he left us, if he's coming back."

"Woah woah!" Analias held out her hands stopping the onslaught of questions. "One at as time."

"Okay, then. Why did Kevin leave?" Ben asked, desperation clearly on his face.

Analias frowned. "I think maybe that's a question you should ask him. Kevin left for personal reasons, I really only know that much." It hurt her that she hid the truth from Ben. She knew why Kevin had left, but she couldn't bring herself to tell Ben it was his fault.

It was Ben's turn to frown. He deliberated in his head for minutes. _Was_ she telling the truth? _Should _he believe her? He had no reason not to. She did know the future, it seemed. But then there was the fact that he had no reason to believe her either. Ben just met this Analias. He knew nothing of her. He didn't know if her story was true or not. How could he know that she really was an Anadite? How did he know she wasn't just some intergalactic criminal who happened to hear of Ben's grandmother and cousin? It was likely. Not too likely, but likely. He stood in a daze for a moment. "I-" He paused. "I want you to prove you're an Anadite like you say you are." He concluded.

Analias smiled. "Of course." She giggled, as she began to lift herself off the ground. Her brown hair spilled around her in the air, whipping like a flag about her face. She pulled herself higher, and then stopped. She created a platform for herself out of blue mana. She set herself down on the platform, and pulled her hands in front of her. Blue mana collected in her palms. She raised one of her hands higher, creating a rope like string of mana that wrapped around Ben. It engulfed his waist, and pulled him forward. Pulled him up, up, up. To Analias. She sat him down on the platform with her. She giggled again.

"Amazing." Ben stuttered, looking around. Ben had the most wonderful view of Bellwood from up here. "You _are_ an Anadite, aren't you?" Analias smiled, nodding gingerly. "Alright then. I believe you."

"As you should." Analias set them on the ground.

"The rest of my questions." The brunette said slowly. "You'll answer them too?"

Analias went to sit on a swing. "I certainly can, Benjamin."

Determination in his eyes, Ben strode over to the energy being, taking a swing next to her. He started to quiz her religiously with every question that had plagued him since he saw her.

*****

The pair were stationed out in front of Mr. Smoothie. A yellow Lamborghini Gallardo was parked next to one of the picnic tables. Analias was holding her smoothie as she leaned on the hood of her car. "There are pieces of fruit in this." She said, making a face as she attempted to suck the smoothie through her straw.

The hero shook his head. "No, not fruit. It's probably pieces of turnip." He corrected. "It's a turnip smoothie. One of my favorites." He sipped from his cup contently. "So- you said something about Alien activity?"

She nodded. "Yes, I've picked up a bunch of alien activity on the pier." Analias set her cup on the table. She unlocked her car and opened one of the doors, sitting in the seat before her. She pressed a button on the dash, turning on the screen under the radio. The screen showed a map of Bellwood. It was zoomed on the pier where there was a blanket of little purple dots, with speckles of yellow dots. "It appears to be a sale going on there."

Ben's heart took flight. _A Sale! Kevin _must_ be organizing it!_ "Do we know who the seller is?" Ben asked hopefully.

She frowned. "It's not Kevin." She said simply. "But that doesn't mean we don't check it out." She didn't once look at Ben. "There will most likely be alien tech there too, and we can't have that technology on earth. You know that."

Ben nodded. "Of course. Let's go."

*****

The plan was going perfectly. Too perfectly. A tall girl with dirty blonde hair, that had a patch of rainbow streaks in her bangs, smirked as she held the weapon in her hands. "It's got fifteen different energy cells in the handle." She said, pointing to the handle. "So it's power is easily quadruple the amount of your old blasters." She held the weapon up, her finger on the trigger. She pointed it at a rock in the water. She pulled the trigger. A beam of orange energy emerged from the barrel and headed straight for the rock, blasting it into millions of pieces in a matter of seconds. "Pretty powerful, huh?" She grinned.

The buyer grinned too. The Buyer was an alien. A group of them, to be specific. They had four arms, and purple skin. Their eyes were slanted, and glowed a faint blue. The obvious leader opened his mouth to speak. "Very powerful. How much?" In it's mouth were lines of teeth resembling those of a shark's.

The girl smirked. "I dunno. What are you willing to pay?" She placed the blaster on top of a crate full of them. The crate was marked "ARTICHOKES" and in red under the word it said FRAGILE.

The buyer turned to communicate with the rest of the group he was with. They spoke in their native tongue. He turned back around. "We're willing to go as high as 15 thousand MSK." He held up a big bag of MSK- it hung from his fist heavily. The bag was heavy.

A look of enjoyment spread across the blonde's face. "That'll do." She smirked. She took the bag from the buyer. "You can have this crate, and the other five crates in the truck." She nodded over to the truck to her left.

"I don't think so!" The yellow Lamborghini screeched to a stop, spinning out with it's doors flying open. The passenger side revealed the Young hero clad in a green jacket. "I don't know _who_ you are, but the jig is up!" Ben pointed to the blonde girl and the purple alien.

Analias popped out of the driver's side. "That tech is much too advanced to be on this planet. Even if it's being sold to aliens, it can not be here!" She flew over her car and stood by Ben's side. Her hands lit up in blue. "I'm going to dispose of them."

The purple alien with four arms seemed alarmed. "It was a set up! The Plumbers are here!" He called out to the rest of the aliens. "Get the weapons and get out!" He pointed to Ben and Analias, then to the blonde girl. "And get rid of them!"

Everyone broke into chaos. Everyone but Ben. Who stood back, flipping through the group of 10 new aliens. He didn't know any of them. He didn't know what to do.

* * *

We get to meet Analias officially now. C: **Loiselle** and I love Analias. So, I'm pretty happy to have her released now. : D Oh, and our new Aliens. We have a new group of 10 aliens. That **Loiselle** and I have created ourselves. The one featured here is my creation. And he's called Silverwing. : D

-Owlett


	4. Chapter 4

"Analias!" Ben cried out, watching the Anadite be swept off her feet and fall to the ground. He wasn't gonna stand by anymore, Ben was going to fight. He ejected the omnitrix. Turning through the unfamiliar aliens, Ben stopped on a rectangular headed alien. "Might as well!" He shouted before slamming down his omnitrix.

The rectangular headed alien was short. No taller than 3 feet. And it had two long antenna. Which kept hitting Ben in his eyes. He pushed one to the side of his face. "Benjamin!" Ben turned around to the call of his name. "Benjamin, I could use your help!" Analias was still in the heat of battle with the purple aliens. Her hands and eyes were glowing blue.

"R-Right!" A pipsqueak-ish voiced Ben chirped. He ran to her aid, attempting to use whatever powers the mite-like alien possessed.

Which he soon figured out were psychic. Ben raised his little hand in Analias' direction. He focused on the purple alien, willing it to be lifted off the ground. The alien soon started to float. Ben mentally celebrated, as he threw the alien he had into one that was attacking Analias. The two toppled on top of each other, out cold. "That was mystical!" Ben yelped. "That's it- this guy is one MysticMite." Ben giggled quietly to himself before focusing on the problem at hand.

Soon Ben and Analias had the problem under control. The purple aliens were loosing the fight. "Retreat! Let's get out of here before we're killed!" the leader shouted. The few remaining purple aliens agreed, following their leader and abandoning the weapons.

They fled.

There was but one other person left. The blonde girl.

"Who are you?" Ben asked, reverting back into his human form, he walked up to the girl. She turned her head. "Answer me!" The brunette demanded.

"I'm Reggie Hunt." The girl replied. "But _don't_ take orders from people so you _better_ stop bossing me around." She poked Ben in his chest, setting him back a step. Reggie glanced about the pier. She smirked. "Thanks to your little tiff with the Memmorolas I have tech to sell another day. So I'll be packing up and leaving now." She picked up any stray blasters and placed them in the open crate, and then bolted it shut. She braced herself, and then proceeded to lift the crate with one hand. Lugging it over to her truck, she threw open the back door, and tossed the crate in. "Later, Squirt." She went for the driver's door, but Ben grabbed her wrist.

"No way. You heard Analias- this tech is too advanced for Earth!" Ben pulled her away from the door, but Reggie slipped out of his grip. She ran to the edge of the pier.

"I already told you!" She closed her eyes, seeming to focus on collecting energy. "I _don't_ take orders from anyone." Her arms started to change, starting from her fingertips up her fingers and over her elbow. She turned into a clear substance. Ben could see straight through her- literally. But when the sunlight got caught in her, she projected a prism of rainbows- nearly blinding Ben with the light.

Ben jumped back. He didn't even look at his omnitrix when he ejected the face and slammed down on an alien. He didn't know any of them, so he didn't see the point. He suddenly felt cold. _Really_ cold. His body felt like it was buried in straight _ice_. He looked at his hands and he realized; it was. He _was_ ice. "It's time for you to chill, lady." Ben cooed. He then laughed at his own pun.

The Prism being didn't laugh, she only charged right at a distracted Ben. Analias managed to put up a wall in front of him. She pushed the wall forward into Reggie, pushing her over. "Benjamin! This is _not_ the time for puns!" She said to him, coming up from behind. "Time to fight; now turn your attention to the Lumininian!"

Jumping into the air, Ben extended his hand, pointing his palm at Reggie. "On it." He nodded, shooting a steady beam of ice at Reggie. She started to crystallize in ice.

Sadly his attempt failed to keep her locked up for long. Squirming about trying to free herself Reggie's eyes began to glow a brightly colored blue. "Just cool it lady." Ben chirped out, only to realize that she was conducting electricity. "Don't you know that won't work?" he asked her.

"Hah, stupid boy, if you weren't the "Great Ben Ten" I would've mistaken you for a lower life form." she smirked and began to laugh. The ice around her lithe body had begun to crack and chip away. She was breaking free from the cold cage Ben had put her in.

"Ben she's breaking free, this Lumininian has different powers than the one's I've encountered." Analias shouted.

Ben was trapped, he didn't know what to do anymore. The girl was breaking free and he couldn't figure out the workings of a new alien so soon. There was a loud bang and Looking up Ben noticed the girl was free.

"Is that all you've got?" She asked. Ben didn't move from his spot, he was trying to think up a plan. "What, don't tell me you got cold feet?" she laughed at her own pun.

Frowning Ben charged her, only he was allowed to make puns about his alien forms. "You're seriously getting on my nerves." he yelled thrusting his arm forward in an attempt to punch Reggie.

"Please, like that will work." Reggie exclaimed stopping the blow with her own hand. Ben smirked.

"I was hoping you'd do that."

"Wha-" Her arm began to freeze on contact with Ben's hand. She released his hand immediately trying to unfreeze her arm.

Quickly Ben created a diversion by firing ice at her in order to freeze the ground. "Analias!" Ben shouted.

Analias came to his aid firing mana disks at the girl. One after another until smoke filled the area. Analias stopped and soon Ben did too. "Did we get her?" Ben asked before feeling his sense go on edge. "Analias watch out!" Ben screamed.

A large mass of electricity fired through the air wrapping around Analias' body before dragging her into the ground. Once the dust cleared Ben ran to her aid. Reggie was nowhere to be seen.

"Ana! Ana are you alright?" Ben pulled her limp body into his arms. "Please speak to me." He heard coughing and slowly Analias opened her eyes.

"Ben! She's underground watch out!" She screamed. Ben nodded.

"Look you have to get out of here, you're hurt and need to rest. I'll take care of this chick on my own." Ben smiled a reassuring smile, but Analias knew that no amount of smiling would help in this fight. Ben was out of sync and hadn't practiced his fighting in so long.

"Ok." Analias nodded and gathered enough energy to fly off.

"Alright Reggie, it's just me and you." Ben punched his hand with his fist. "Let's do this."

He heard laughing and tried to sense where it was coming from. Suddenly electrical wires spewed from the ground, Ben tried jumping to avoid them before getting his leg caught in one. Electricity ran through his body wracking it with pain. He grabbed the wire and froze it, taking this as a chance to break the flow of electricity going through it. Frowning he tried to get a lock on Reggie's position underground, he waited for another attack. This time he felt a shock wave moving from a feet away.

"Found you." he whispered to himself. Punching his fist into the ground he released a wave of ice freezing everything. A sudden crash and up from the ground Reggie flew, trying to avoid being frozen.

"No fair!" she complained rubbing her hands together. She smiled devilishly and sent a ball of energy at Ben, who barely avoided it.

Jumping into the air Ben shot shards of ice at the girl. Once they both touched the ground Reggie charged at him. Ben tried his best to block her punches, sometimes failing. He focused on trying to avoid anything with a charge to it. His mind reeled with other attack possibilities that the new alien might have. Trying to think of a way out he simply pictured himself as a block of ice. Although that didn't work he did however conjure up needles of ice that began to protrude from his arms and legs as if he were some sort of porcupine, and just like a porcupine he could fire them in many different directions.

From the sidelines Analias watched for what seemed like forever, until her senses picked up something new in the area. Looking around she noticed a small isle in the lake. Squinting her eyes she noticed a shadowed figure sitting out just watching it seemed. This piqued her interest, who would sit and watch a fight taking place unless it was someone who didn't want to be found. She smiled, one name flashed through her mind and it just had to be him. He had been gone for so long and poor Ben was worried sick, now was her chance to investigate.

Analias had gotten to the other side of the lake. To the small isle situated in the center of the lake. She sensed someone here. And just a few moments ago she actually _saw_ someone here.

"Come out." She said softly.

She noticed the jet black hair. She almost had a heart attack. "Is he alright?" The raven haired teenager asked.

Analias smiled. "Yes. _He's_ fine. But are _you_ Kevin Levin?"

"What do you mean?"

"Are _you_ fine?"

He stiffened. "Of course I'm fine. Why the hell would you ask?"

The Anadite started to giggle. She floated up to Kevin, putting her nose to his. "Because I don't believe you are."

"Who are you anyway? Why should I waste my time listening to you?" Kevin turned away from her, blushing only slightly.

"I don't think you're as bad as you make people think." Analias started slowly. "I think that deep down, you're just a sweet and sensitive man." She put her finger to his chest, causing him to look down at her finger wearily.

"Don't fuck with my brain, lady." The mutant wore a deep frown.

"Benjamin is worried about you." Analias turned from him. Looking back at the pier where Ben and Reggie were still fighting. "Worried sick. He's all by himself now. Gwen left and-"

"Gwen left?" Kevin looked into the Anadite's chocolate eyes. "Where'd she go?"

"Anadine. To train with Verdona."

Kevin seemed to shift uneasily. "He still has Julie. He'll always have Julie."

"He and Julie broke up." She saw Kevin conceal a smile. "But he's by himself."

The mutant frowned. "No. No, he's not." Kevin picked up Analias' hands. "Protect him for me." Kevin spoke softly. Too softly. This was very un-Kevin Levin-y. "Keep him occupied and make him happy for me. I'll come back for him."

"Will You?"

"I already told you, Anadite." Kevin said, removing his hands from hers and zipping his leather jacket up.

"Don't fuck with my brain." And with that, Kevin left. How he got away; Analias would never know. But he was gone.

And Analias didn't know when she'd see him next.

* * *

So, **Loiselle** wrote the fight scene between Ben and the second of our three important OCs. Reggie Hunt is a member of an alien race that **Loiselle **created. She's fun, really. ;D

I forgot to mention that another one of our aliens was here! It's Deep Freeze! An Ice-orientated alien that **Loiselle** created. Just thought I'd tell ya.

And we get to see Kevin for the first time! :D

-Owlett


	5. Chapter 5

**This chapter is written in Kevin's point of view. c:**

**Also this is important; Kevin's part starts ****right after the last episode of season 2. RIGHT AFTER.**** As in, after Julie and Ben awkwardly don't kiss. After that.**

* * *

I watched as Ben sent Julie on her way, the way she looked at him and he at her was heart wrenching. I felt a frown form and noticed Gwen walking my way.

"Too bad about your car eh?" She smiled and leaned against the banged up hood with me.

Nodding I simply banged on the distorted metal. "Its fine I guess, I mean I won't have a ride for a while. I'll need to go to the auction and find a new one."

Gwen laughed and pulled her hair over her shoulder. "I'll come with, that is if it's ok with you."

"Listen Gwen," I started, I hadn't really planned on telling anyone my decision to leave. "I think it's best if I leave."

Her eyes grew wide with shock. "Kevin, wha-," I knew the words had gotten caught in her throat. "What do you mean you think it's best if you leave?" she finally finished.

"I just can't stay here anymore." I pushed off the car behind me and took one last glance at it. My work gone to ruin in one night. Walking away I heard footsteps following me.

"Kevin you can't be serious, you're a part of this team." Gwen yelled.

"I don't care, I've got to go. Just for a while, to find myself." I stopped and looked back at her. "You have no idea how I felt out there."

Gwen's expression grew sad. "Yes, I do understand Kevin." she stopped.

I knew what she meant, but I just couldn't return her feelings. Taking one last glance back at Ben I turned on my heel and walked off. Leaving everything that I held dear behind for now.

"He'll be back." I heard Gwen whisper quietly. "He won't leave you." I hated how right she was but for now I felt it was best that I left and make my own way in the world without riding on the coattails of "The Great Ben Tennyson".

Leaving Bellwood and all my problems seemed like a good idea at the time, until I realized I had nowhere to go. Well I did have a place to go, but like I'd ever think of going back there. I let a sigh slip from my lips, if only I had believed myself. My current position was sitting in a train car, on my way back to New York City, if there was anyone in the world that would help me it was him.

Oh, how I loathed him, and everything he had done to me, I promised I would never go back but yet here I was breaking that promise to myself. The train ride didn't really last as long as I had hoped, I could see the New York City skyline coming into view. My brow furrowed in frustration. "Why did you have to come here?" I asked myself, luckily I was in an empty car.

Some part of me wanted to scream and run away when the train finally stopped at the station, another part wanted to face my fears and punch the man for everything he'd done. Sure, I heard stories from Max about him and I even had my mother to tell me a few tales. Had I really believed any? No. Frowning I grabbed my bags and left the train car I was sitting so happily in.

"Frowning is bad for you." I heard a voice state as I stepped onto the loading platform.

"Great, you came to pick me up." I threw my bag over my shoulder. "Why couldn't you just let me find you?" I asked.

"C'mon champ, you couldn't possibly think your old man wouldn't want to pick up his own flesh and blood from the train station."

"Seriously Devin, I could care less." That's right; I came to seek help from my own father, Devin Levin.

"What happened to 'Dad'?" He pouted, jutting out his lip trying to look as if he were saddened by the fact I called him by his first name.

"I stopped calling you that when you abandoned me and mom oh so many years ago. Then because of you I lost mom and thought you both abandoned me." My frown deepened. "I was alone for a long time, all because you felt the need to save the earth and, of course, she chased after you."

I didn't blame my mother for ever really leaving, it's true though when I was younger I didn't understand that my father had a huge burden to carry what with being a Plumber and all. That still didn't mean he couldn't raise a family, one day he just ran off and mom chased after him. I felt they had abandoned me and that's how I ended up meeting Ben for the first time. I laughed at the thought, I had hated him so much yet now I felt it was ironic how much I truly felt for him.

"You listening Kev?" a hand protruded into my vision breaking my thoughts.

"What?"

"I asked if you were hungry, or if you wanted anything before heading back to my place." He smiled at me. "You know- you've grown up so much since I've last seen you."

"Don't get too mushy on me." I stated and started towards the exit. "C'mon old man, I'm tired."  
He smiled and ran after me; I wanted to laugh at his childish grin plastered on his face. Sure, I hadn't seen my father in over six years but it wasn't bad being around him, I'd never admit it but I really was enjoying this.

"So your mom said you were coming up here to visit for fun, but I honestly don't believe that shit. What's really going on Kevin?"

I looked at my father, we had gotten into his car and I was buckling my seat belt when he sprung this question on me. "I don't know what you mean." I averted my eyes.

"Cut the crap Kevin, I know you better than you think. You don't come to me unless you need help."

"You're right," I started, trying to find the right words. "I'm lost in my life and I don't know where to go or what to do. I'm so confused, I've had this bad ass repertoire up until now and for once I've really fucked everything up."

"I doubt you've done that, but if you're lost you should really think things over rather than running away from your problems." Devin swerved left onto a off ramp.

"Where are you going?" I questioned.

"I'm sending you back home to your mother. Honestly, I want to see you Kevin but I can't let you run from any of your problems. Go back and confront or at least deal with the problem. If you feel leaving is the right thing to do come back here or go somewhere else. Find yourself and realize what you really want."

I saw the airport coming into view, a new fear welling up into my stomach. I had to try and get out of confronting my problems if I went back now I'd be seen as a fool, and coward. "No seriously old man I can handle what's going on, let me just crash with you a few days."

"No can do sport this is for your own good. Besides what kind of father would I be if I just let you run away from everything?"

"The best kind." I answered smiling.

"Nope. Now out." He stopped abruptly and reached across me opening the door. "Good luck. Take this money and use half to buy a ticket home, then the other half for anything else- even another ticket somewhere else in the world."

I was pushed into a corner with no way out. I had to go back and make the right decision.  
The plane ride was too short for my tastes and by the time I reached Bellwood, it was dark. I didn't want to go anywhere but there, the lion's den. I had to see Ben and in seeing him, I would know if leaving was the right thing. Making sure to not make a sound I made my way up to Ben's window, this was surely the wrong thing to do but it felt so right.

Ben lay there asleep on his bed; I tested the window to see if it was opened. To my luck, it was and I climbed inside for a better look. He looked terrible; it had only been about a week since I had seen him. I stayed low in town for a few days then took the train to New York. I swiped a stray strand of hair from his face causing him to squirm in his sleep.  
Bending down slowly trying not to make a sound, I kissed Ben. One thing led to another and a half asleep Ben started asking for more. I suspected he thought everything was a dream.

Ben's body was hot under my finger tips, my tongue trailed down to Ben's belly button. Moans of lust filled the air; I lay on top of him nipping at his neck. I wanted so much more of him, and it felt so wrong. My hands trailed up and down his body as I led a trail of kisses down to the waist of his pants. I stopped myself before continuing, Ben was starting to look more awake and I felt at any moment he would notice I was there. Closing my eyes I thought of the right decision, the only conclusion I came to was leaving. It hurt to see Ben and it hurt more knowing he didn't feel for me the same way I seemed to feel for him. Frowning I bent down and kissed his forehead. I then turned for the window, opening it as swiftly and quietly as possible. I couldn't bother myself to close it behind me.

I jumped from the window, making a dash for the sidewalk. I didn't dare look back. I wasn't about to be tempted to finish the job up there.

Surprisingly enough, the alley ways behind Ben's house were pretty clean. No hobos, no drugees. But there was someone. Someone with long hair. It was a girl.

I chased the girl down the alley way all the way to the park. "Hey you wait!" I shouted after her. Finally, she stopped and turned to look at me. "Don't you know spying on someone is a crime?"

"Don't you know slipping into an innocent boy's room and doing sexual things to them is a crime? Especially when they are unaware it's reality." The voice seemed to chime like bells.

"Who are you?" I tried to get a better look but failed.

"That's not the point, we'll meet again. The point is; why are you here Kevin Levin?"

"I don't even know." I answered truthfully. "I guess I wanted to see him one last time before I left."

"Why are you leaving?" she asked.

I chuckled. "You sure do ask a lot of questions. I guess I'm leaving to find myself, it's not like Ben needs me. I doubt he cares if I'm here or not- I just have to make sure what I want is really this life." I sighed and turned to leave.

"You might as well give up, you'll be back." The girl laughed before disappearing.  
I heard footsteps rounding the corner and made a dash for the bushes. Now was my chance to really leave, I had money in my pocket and a simple city in mind for my next destination. I was going to Vegas to prove to myself who I really was. I turned and left before ever really seeing who had come to the park.

* * *

So, **Loiselle** wrote this whole chapter. Props to her, normally she's bad at getting shit done. lol But no. Really. I have no credit to take for this one. Oh wait. I gave her the idea for Kevin to see his Dad. But that's it.

-Owlett


End file.
